Transfer of Shares
This service enables private shareholding companies to make the necessary amendments relating to the admission of shareholders, withdrawal of shareholders, or changes to shareholders’ shareholdings, and to record such amendments in the company’s file maintained by the Companies Control Department, upon fulfilment of the legal requirements and obtaining the necessary approvals.
Who can use this service
Private Shareholding Companies
Before using this service
Prepare the following information and documents before submitting the certificate.
Requirements
- The application and the required documents must be submitted through the Companies Control Department’s electronic services, in accordance with the provisions of the Memorandum of Association and Articles of Association.
- Where the share transfer requires approval from official authorities, the Department shall submit the request electronically to the relevant authorities, unless the amendment requires the prior submission of such approval.
- The shares to be transferred must be free from any attachments, pledges, or other restrictions at the time the transfer is executed.
- The provisions of the Investment Environment Regulation concerning restrictions on ownership percentages and economic activities must be observed.
- Where the selling shareholder is a legal person, a “No-Objection Certificate for the Sale of Shares Not Traded on the Financial Market” must be obtained from the Income and Sales Tax Department, in accordance with Form No. (6).
Documents and supporting information
The following documents must be attached for the purpose of completing the share transfer:
- A Share Transfer Deed, in accordance with the form prescribed in the company’s Articles of Association.
- An Acknowledgment and Undertaking concerning the Share Transfer Deed for a private shareholding company, in accordance with Form No. (9).
- A Statement of Shares Following the Transfer or Assignment, in accordance with Form No. (4).
- Where the transferor or transferee is represented by virtue of a general or special power of attorney, a copy of the relevant power of attorney must be attached.
- Where the document is signed before an attorney-at-law, a special power of attorney granted to the attorney-at-law, bearing the duly paid document presentation fee, and a copy of the attorney’s bar association identification card must be attached.
- Where the person wishing to transfer their shares is a minor who has not attained the age of majority, the document must be signed on their behalf by their legal guardian.
- Where the person wishing to transfer their shares is a minor who has not attained the age of majority and a guardian has been appointed by the court, the following documents must be attached to complete the transfer: a guardianship deed and a court authorization permitting the sale, issued by the Sharia Court; or a guardianship decision and a decision authorizing the sale, issued by the Ecclesiastical Court. Such documents must bear a recent stamp dated no more than thirty (30) days prior to submission.
- Where the person wishing to transfer their shares is subject to a court order of interdiction, a court authorization permitting the sale and a guardianship deed issued by the Sharia Court, or the relevant authorization and guardianship decision issued by the Ecclesiastical Court, must be attached. Such documents must bear a recent stamp dated no more than thirty (30) days prior to submission, for the purpose of completing the transfer.
- The amended Memorandum of Association and Articles of Association.
- An Acknowledgment concerning the Company’s Memorandum of Association and Articles of Association, in accordance with Form No. (10).
- Any additional approvals or documents required by the Companies Control Department or the competent authorities, depending on the nature of the amendment.
Note
The above-mentioned forms are available under: Services / Forms Directory / Forms of the Directorate of Filings and Legal and Financial Amendments / Share and Interest Transfer Forms.
Steps to complete
Review the steps below to understand where each part of the certificate or extract request process is completed.
Submit the Application for the Required Amendment
E-Services Portal
The applicant accesses the Existing Companies Services, selects Filings and Legal Amendments, and then attaches the share transfer deed and the required supporting documents.
Review of the Amendment Application and Obtaining the Necessary Approvals
E-Services Portal
CCD reviews the amendment application and the attached documents, verifies the compliance of the proposed legal amendment with the applicable legislation, completes the necessary approval procedures, as applicable, and schedules an appointment for the submission of the original documents.
Payment of the Fees Payable for the Requested Amendment
E-Services Portal
Upon acceptance of the application and completion of the required procedures, the applicant shall pay the fees applicable to the requested legal amendment service through the electronic payment system.
Recording the Amendment and Updating the Company’s Records
E-Services Portal
CCD records the requested amendment and updates the company’s information in its company information register and file maintained by the Department, enabling the company to obtain an updated Company Information Record reflecting the new amendment.
Fees and processing time
Service fees
- Filing Fee for the Share Transfer Deed: JOD 10.
- Document Filing Fees: JOD 10 per document.
- Amendment Fees: JOD 20.
- Publication Fees for Transfer Deeds: JOD 25 for the first deed and JOD 3 for each subsequent deed.
- Stamp Duties: 0.003 (3 per thousand). However, where one of the parties to the deed is a public shareholding company, stamp duties of 0.006 (6 per thousand) shall apply.
- Filing Fees for the Memorandum of Association and Articles of Association: JOD 10.
- Cost of the Memorandum of Association and Articles of Association: JOD 10.
Processing time
- Amendment Processing Time: One working hour, upon completion of the required documentation, obtaining the necessary approvals, and payment of the applicable fees.
- The service completion time depends on the completion of all required stages and requirements, including:
- Filing the share transfer deed and the required supporting documents.
- Obtaining the necessary approvals, if applicable.
- Payment of the applicable fees.
- Recording the requested amendment and updating the company’s records.
What you receive
To record the requested amendment for private shareholding companies in the company’s register and file maintained by the Companies Control Department, and to enable the issuance of an updated Company Information Record reflecting the amendment.
Additional Note
- The specific provisions of the Memorandum of Association and Articles of Association governing the assignment of shares must be observed.- Where the document is signed under a general or special power of attorney executed outside the Kingdom, the power of attorney must expressly include the legal powers required for the intended transaction and must be duly authenticated in accordance with the applicable procedures.
- Depending on the nature of the company’s licensed activities, the requested amendment may require additional approvals from the competent authorities. The Companies Control Department shall correspond electronically with the relevant authorities to obtain the necessary approvals and complete the amendment procedures, unless the amendment requires prior approval to be submitted by the applicant.
- Any document executed or signed outside the Hashemite Kingdom of Jordan must be authenticated by the competent legal authorities in the country where it was executed, the representative of the Hashemite Kingdom of Jordan in that country, if any, and the competent Jordanian authentication authorities, in the same manner as if the document had been executed within the Kingdom.
- The amendment shall not be effective in the Department’s records until all required documents have been submitted, the applicable fees have been paid, and the amendment has been duly recorded by the Department.
- Where the person seeking to join the company is a foreign legal person, the following documents must be submitted. All such documents must be legally translated and duly authenticated in accordance with the applicable laws and procedures, and must have been issued or authenticated no more than six months prior to submission:
a. The Memorandum of Association and Articles of Association, or any equivalent document.
b. A certificate of registration of the company specifying the names of its authorized signatories. If the certificate does not specify the names of the authorized signatories, a power of attorney issued in favour of the authorized signatory must be attached.
c. A document listing the names of the founders and partners in the country of origin, as applicable.
d. The company’s financial statements for the last two years, unless the company was recently registered, in which case a statement of financial position as of the most recent date must be submitted, or an undertaking to file the financial statements upon their issuance.
Ready to proceed? Use the official e-services portal to submit or continue your application.
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